Cannabis-focused research and development company The Green
Organic Dutchman Holdings (TSX: TGOD) (OTCQX: TGODF) this morning provided an
update on the spin-off transaction regarding its wholly-owned subsidiary, TGOD
Acquisition Corporation (“SpinCo”). The distribution record date is expected to
be on or about November 16, 2018, subject to execution of an arrangement
agreement between the company and SpinCo and receipt of requisite corporate,
regulatory and court approvals. Per the arrangement agreement, TGOD
shareholders of record as of the distribution date will receive 0.15 of one
SpinCo unit warrant for each TGOD share held. Each unit warrant will entitle the
holder to purchase one unit of SpinCo at a price of $0.50 for a period of 30
days from completion of the distribution. The SpinCo unit warrants will be
comprised of one common share of SpinCo and one-half of one common share
purchase warrant. Each warrant is exercisable into one SpinCo share at the
exercise price of $1.25 and has an expiry date that is 24 months from the
listing date. The arrangement remains subject to the approval of at least
two-thirds of the votes cast by TGOD shareholders at the TGOD annual general
meeting which is anticipated to be held on or about November 7, 2018.
The company also announced that, in connection with the
spin-off, SpinCo intends to complete a non-brokered private placement offering
of up to 20,000,000 subscription receipts at a price of $0.50 each for gross
proceeds of up to $10,000,000. Each subscription receipt will entitle the
holder to receive one SpinCo unit upon receipt of the required shareholder and
TSX approvals of the SpinCo offering. The SpinCo units underlying the
subscription receipts have the same terms as the SpinCo units underlying the
SpinCo unit warrants to be distributed to TGOD shareholders under the
distribution, which are comprised of one SpinCo share and one SpinCo warrant.
SpinCo aims to use the net proceeds of the offering to execute its investment
strategy and for general working capital purposes. The offering is subject to
TGOD shareholder, regulatory and court approvals.
To view the full press release, visit http://ibn.fm/WBQWT
About The Green Organic Dutchman Holdings Ltd.
The Green Organic Dutchman Holdings Ltd. is a research &
development company licensed under the Access to Cannabis for Medical Purposes
Regulations (“ACMPR”) to cultivate medical cannabis. The Company carries out
its principal activities producing cannabis from its facilities in Ancaster,
Ont., pursuant to the provisions of the ACMPR and the Controlled Drugs and
Substances Act (Canada) and its regulations. The Company grows high quality,
organic cannabis with sustainable, all-natural principles. TGOD’s products are
laboratory tested to ensure patients have access to a standardized, safe and
consistent product. TGOD has a funded capacity of 170,000 kg and is building
1,382,000 sq. ft. of cultivation facilities in Ontario, Quebec and Jamaica. The
Company has developed a strategic partnership with Aurora Cannabis Inc. (TSX:
ACB) whereby Aurora has invested approximately C$78.1 million for an
approximate 17.5% stake in TGOD. In addition, the Company has raised
approximately C$350 million and has over 20,000 shareholders. TGOD’s Common
Shares and warrants issued under the indenture dated November 1, 2017 trade on
the TSX under the symbol “TGOD” and “TGOD.WT”, respectively. For more
information, visit the company’s website at www.TGOD.ca
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